NOTICE IS HEREBY GIVEN that the twenty-third Annual General Meeting (“AGM”) of First Mutual Holdings Limited (“FMHL” or “the Company”) is to be held at First Mutual Park, 100 Liberation Legacy Way, Borrowdale, Harare on Thursday, 25 June 2026 at 10h30 for the purpose of transacting the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements and Reports of the Directors and Auditors for the financial year ended 31 December 2025.

2. To confirm the final dividend of the equivalent of US$1.4 million declared on 27 March 2026 (payable as USD 0.1531 cents per share and ZWG 0.9679 cents per share) and the interim dividend of the equivalent of US$650,000 declared on 10 September 2025 payable as (USD 0.071 cents per share and ZWG 0.479 cents per share) out of the profits of the Company for the year ended 31 December 2025.

3. Election of Directors:

3.1 To re – elect as independent non-executive directors the following who retire by rotation in terms of the Articles of Association of the Company, and being eligible, offer themselves for re-election:

1. Mr Gareth Baines, who is a seasoned insurer and business leader. Mr Baines has held various board and executive management positions over the course of his long career. He holds a Bachelor of Business Science in the special field of Finance and a Master of Business Administration and is a past president of the Institute of Risk Managers South Africa.
2. Mr Fredson Mabhena, who is a Government legal advisor and holds an Associateship with the Insurance Institute of South Africa, as well as a LLB degree and LLM degree.
3. Mr Israel Ndlovu, who is a Chartered Accountant with more than 30 years of experience in financial management, business investments and intergovernmental fiscal relationships. He sits on several boards.

3.2 To re-elect as independent non-executive directors the following who were appointed after the last AGM and retire in terms of the Articles of Association of the Company, and being eligible, offer themselves for re-election:

1. Mr Joel Makombe, who is a Fellow Chartered Certified Accountant (FCCA) and is the Group Chief Finance Officer of CBZ Holdings Limited.
2. Dr Passmore Matupire, who is the founder of Kairos Leadership Institute and Kairos Investments (Private) Limited and sits on several boards. Dr Matupire holds a B.Sc. in Agriculture, an MBA and a PhD in Management of Technology and Innovation.

4. To approve the Directors’ remuneration for the financial year ended 31 December 2025.

5.To confirm the remuneration of the Auditors, Axcentium Chartered Accountants, for the past audit.

6. To appoint Axcentium Chartered Accountants as Auditors of the Company until the conclusion of the next Annual General Meeting. (Axcentium have served as external auditors of the Company for one year)

SPECIAL BUSINESS

To consider and, if deemed fit, pass with or without modification, the following additional resolutions:

7. Loans to Executive Directors

AS AN ORDINARY RESOLUTION

THAT the Company be and is hereby authorized to make any loan to any Executive Director or to enter into any guarantee or provide any security in connection with a loan to such Executive Director for the purpose of enabling him to properly perform his duty as an officer of the Company as may be determined by the Group Human Resources and Governance Committee, provided that the amount of the loan or the extent of the guarantee or security shall not exceed the annual remuneration of that Director. Any such loans, securities or guarantees made or provided during the six months preceding this Annual General Meeting are hereby ratified.

8. General Authority to Buy Back Shares

AS A SPECIAL RESOLUTION

THAT the Company authorises in advance, in terms of section 129 of the Companies and Other Business Entities Act [Chapter 24:31] and the Zimbabwe Stock Exchange (ZSE) Listing Requirements, the purchase by the Company of its own shares subject to the following terms and conditions:

1. The authority in terms of this resolution shall expire on the date of the Company’s next Annual General Meeting; and
2. Acquisitions shall be of ordinary shares which, in the aggregate in any one financial year shall not exceed 10% of the Company’s issued ordinary share capital; and
3. The maximum and minimum prices, respectively, at which such ordinary shares may be acquired will not be more than 5% (five per centum) above and 5% (five per centum) below the weighted average of the market price at which such ordinary shares are traded on the ZSE, as determined over the 5 (five) business days immediately preceding the date of purchase of such ordinary shares by the Company.

9. Any Other Business

To transact any other business competent to be dealt with at a general meeting.

NOTES:

1. For shareholders who wish to join virtually, the link is firstmutualholdings.fts-net.com. Login details will be sent by our transfer secretaries, First Transfer Secretaries (Private) Limited through email to shareholders.
2. Shareholders are advised to update their contact details with the transfer secretaries on the following contacts: First Transfer Secretaries (Private) Limited 1 Armagh Avenue Eastlea, Harare Telephone: +263 242 782869/7 Email: [email protected].
3. In terms of the Companies and Other Business Entities Act [Chapter 24:31] a member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote on a poll and speak in his stead. A proxy need not be a member of the Company.
4. Proxy forms must be lodged at the registered office of the Company or the transfer secretaries not less than forty-eight hours before the time for holding the meeting.
5. Members may request a copy of the 2025 Annual Report from the registered office of the Company or from the office of the transfer secretaries. The Annual Report is also available for download from the Company’s website https://firstmutualholdingsinvestor.com.

BY ORDER OF THE BOARD

S. F. Lorimer (Mrs.)
Group Company Secretary
HARARE

3 June 2026

Registered Office
Second Floor
First Mutual Park
100 Borrowdale Road
Borrowdale
Harare

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